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IMMUTEP LIMITED — Share Issue/Capital Change 2009
Dec 13, 2009
65122_rns_2009-12-13_fe0a31fb-7568-42cb-97ca-5e97741fe799.pdf
Share Issue/Capital Change
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Appendix 3B New issue announcement
Rule 2.7, 3.10.3, 3.10.4, 3.10.5
Appendix 3B
New Issue Announcement, Application for Quotation of Additional Securities and Agreement
Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.
Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003.
Name of Entity:
Prima Biomed Limited (ASX: PRR)
ABN:
90 009 237 889
We (the entity) give ASX the following information.
Part 1 - All Issues
You must complete the relevant sections (attach sheets if there is not enough space).
1 +Class of +securities issued or to be a) Ordinary fully paid shares (PRR) issued b) Unlisted Options
2 Number of[+] securities issued or to a) 5,307,051 be issued (if known) or maximum b) 1,884,253 number which may be issued
3 Principal terms of the[+] securities a) Pari passu with existing ordinary shares (eg, if options, exercise price and b) Exercisable at $0.2360 on or before 8 expiry date; if partly paid December 2014 +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)
- See chapter 19 for defined terms.
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Appendix 3B New issue announcement
4 Do the[+] securities rank equally in all a) Yes, (PRR) respects from the date of allotment b) Yes, upon exercise with an existing[+] class of quoted +securities? If the additional securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration a) $700,000 b) Nil 6 Purpose of the issue a) Tranche 5 Repayment Shares - Convertible (If issued as consideration for the Loan acquisition of assets, clearly identify b) Tranche 5 Options – Convertible Loan those assets) 7 Dates of entering[+] securities into 14 December 2009 uncertificated holdings or despatch of certificates Number +Class 8 Number and +class of all 635,288,727 Ordinary fully paid shares +securities quoted on ASX (PRR) ( including the securities in clause 126,591,898 2 if applicable) Options exercisable at $0.02 on or before 31 December 2011 (PRRO)
- See chapter 19 for defined terms.
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| 9Number and+class of | Number | +Class | |||||||
| Amount | Exercis | Exiration Date | ASX Code | ||||||
| all+securitiesnot | Price | p | |||||||
| quotedonASX | 300,000 | $0.200 | 0 | 06 August 2010 | PRRAK | ||||
| (includingtheiti i l 2 if | 15,000,000 | $0.062 | 9 | 20 July 2014 | PRRAI | ||||
| secures n causeapplicable) | |||||||||
| 1,547,988 | $0.105 | 3 | 10 August 2014 | PRRAM | |||||
| 1,766,784 | $0.132 | 5 | 9 September 2014 | PRRAQ | |||||
| 1,884,253 | $0.223 | 1 | 10 October 2014 | PRRAO | |||||
| 1,884,253 | $0.2685 | 9 November 2014 | PRRAS | ||||||
| 1,884,253 | $0.2360 | 8 December 2014 | TBA | ||||||
| 24,267,531 | Total |
10 Dividend policy (in the Unchanged case of a trust, distribution policy) on the increased capital (interests)
Part 2 - Bonus Issue or Pro Rata Issue
| 11 | Issecurityholder | approval |
|---|---|---|
| required? | ||
| 12 | Is the issue renounceable or non- | |
| renounceable? | ||
| 13 | Ratio in which the+securities will | |
| be offered | ||
| 14 | +Class of+securities to | which the |
| offer relates | ||
| 15 | +Recorddateto | determine |
| entitlements | ||
| 16 | Will holdings on different registers | |
| (or subregisters) be aggregated for | ||
| calculating entitlements? | ||
| 17 | Policy for deciding entitlements in | |
| relation to fractions | ||
| 18 | Names of countries in | which the |
| entity has+security holders who | ||
| willnotbesentnewissue | ||
| documents | ||
| Note: Security holders must be | told how their | |
| entitlements are to be dealt with. | ||
| Cross reference: rule 7.7. |
- See chapter 19 for defined terms.
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| 19Closingdateforreceiptofacceptances or renunciations20Names of any underwriters21Amount of any underwriting fee orcommission22Names of any brokers to the issue23Fee or commission payable to thebroker to the issue24Amountofanyhandlingfeepayable to brokers who lodgeacceptances or renunciations onbehalf of+security holders25If the issue is contingent on+security holders’ approval, the dateof the meeting26Date entitlement and acceptanceform and prospectus or ProductDisclosure Statement will be sent topersons entitled27If the entity has issued options, andthe terms entitle option holders toparticipate on exercise, the date onwhich notices will be sent to optionholders28Date rights trading will begin(if applicable)29Date rights trading will end(if applicable) | |
|---|---|
- See chapter 19 for defined terms.
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30 How do[+] security holders sell their entitlements in full through a broker? 31 How do[+] security holders sell part of their entitlements through a broker and accept for the balance?
32 How do[+] security holders dispose of their entitlements (except by sale through a broker)?
33 +Despatch date
Part 3 - Quotation of Securities
You need only complete this section if you are applying for quotation of securities
34 Type of securities ( tick one ) (a) Securities described in Part 1
(b) All other securities
Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities
Entities that have ticked box 34(a)
Additional securities forming a new class of securities
Tick to indicate you are providing the information or documents
- 35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders
36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over
37 A copy of any trust deed for the additional[+] securities
- See chapter 19 for defined terms.
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Entities that have ticked box 34(b)
| 38Number of securities for which+quotation is sought39Class of+securities for whichquotation is sought40Do the+securities rank equally in allrespects from the date of allotmentwith an existing+class of quoted+securities?If the additional securities do notrank equally, please state:• the date from which they do• theextenttowhichtheyparticipate for the next dividend,(inthecaseofatrust,distribution) or interest payment• the extent to which they do notrank equally, other than inrelation to the next dividend,distribution or interest payment41Reason for request for quotationnowExample: In the case of restricted securities, end ofrestriction period(if issued upon conversion ofanother security, clearly identify thatother security)42Number and+class of all+securitiesquoted on ASX (_including_thesecurities in clause 38) | ||
|---|---|---|
| Number | +Class | |
- See chapter 19 for defined terms.
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Quotation Agreement
-
1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.
-
2 We warrant the following to ASX.
-
The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.
-
There is no reason why those[+] securities should not be granted[+] quotation.
-
An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.
-
Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty
-
Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.
-
We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the[+] securities to be quoted, it has been provided at the time that we request that the[+] securities be quoted.
-
If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.
-
3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
-
4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before[+] quotation of the[+] securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.
Sign Here: Company Secretary Print Name: Phillip Hains
Date: Monday 14 December 2009
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The CFO Solution
14.12.2009
- See chapter 19 for defined terms.
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ASX ANNOUNCEMENT
Notice Under Section 708A(5) of the Corporations Act [ASX Code: PRR]
Monday 14[th] December 2009
This notice is given under paragraph (5)(e) of section 708A of the Corporations Act.
The Following securities of the Company were issued under agreements without disclosure to investors under Part 6D.2 of the Corporations Act:
| Type: | OrdinaryShares | Unlisted Options |
|---|---|---|
| Class/Description: | Ordinary (Fully Paid) | Exercisable at$0.2360 on or before8December 2014 |
| ASX Code: | PRR | To be advised |
| Date of Issue: | 14 December 2009 | 14 December 2009 |
| Number Issued: | 5,307,051 | 1,884,253 |
| Issue Price per**Security: ** | $0.1319 | Nil |
The Company intends to apply to Australian Stock Exchange Limited for quotation of the above shares.
As at the date of this notice, the Company has complied with:
a) The provisions of Chapter 2M of the Corporations Act as they apply to the Company; and b) Section 674 of the Corporations Act.
| Other information which is excludedinformation required to be disclosed underparagraph 708A (7) & 708A(8) of theCorporations Act | None |
|---|
For and on behalf of the Company,
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Phillip Hains Company Secretary Prima Biomed Limited